Exhibit 4.4


ATLAS
AIR WORLDWIDE HOLDINGS, INC.


2018
INCENTIVE PLAN, AS AMENDED


 


 


1.
DEFINED TERMS


 


Exhibit A, which is incorporated
by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms.


 


2.
PURPOSE


 


The Plan has been established to advance
the interests of the Company by providing for the grant to Participants of Stock-based and other incentive Awards.


 


3.
ADMINISTRATION


 


The Administrator has discretionary authority,
subject only to the express provisions of the Plan, to interpret the Plan; determine eligibility for and grant Awards; determine,
modify or waive the terms and conditions of any Award; prescribe forms, rules and procedures; and otherwise do all things necessary
or desirable to carry out the purposes of the Plan. Determinations of the Administrator made under the Plan will be conclusive
and will bind all parties.


 


4.
LIMITS ON AWARDS UNDER THE PLAN


 


(a) Number of Shares. Subject
to adjustment as provided in Section 7(b), the maximum number of shares of Stock that may be delivered in satisfaction of
Awards under the Plan is 2,422,901 shares of Stock plus unused Prior Plan shares of Stock. For purposes of the preceding sentence,
shares of Stock shall be treated as unused Prior Plan shares of Stock (i) if they were subject to awards under the Prior Plan,
other than restricted stock awards, that were outstanding on the day preceding the Effective Date, to the extent such Prior Plan
awards are exercised or are satisfied, or terminate or expire, on or after the Effective Date without the delivery of such underlying
shares, or (ii) if they were outstanding on the day preceding the Effective Date as restricted stock awards under the Prior
Plan and are thereafter forfeited. For purposes of this Section 4(a), the number of shares of Stock delivered in satisfaction
of Awards under the Plan will be determined (i) without regard to shares of Stock underlying the portion of any Award that
is settled in cash or the portion of any Award that expires, terminates, or is forfeited, in each case, without the issuance of
Stock, (ii) by treating as having been delivered the full number of shares covered by any portion of a SAR that is settled
in Stock (and not only the number of shares of Stock delivered in settlement) and (iii) by treating as having been delivered
any shares of Stock withheld from a Stock Option or other Award to satisfy the tax withholding obligations with respect to such
Stock Option or other Award or in payment of the exercise price of such Stock Option. For the avoidance of doubt, the number of
shares of Stock available for delivery under the Plan shall not be increased by any shares of Stock that are repurchased on the
open market by the Company using proceeds directly attributable to Stock Option exercises. The limits set forth in this Section 4(a)
shall be construed to comply with Section 422. To the extent consistent with the requirements of Section 422 and with
other applicable legal requirements (including applicable stock exchange requirements), Stock issued under awards of an acquired
company that are converted, replaced, or adjusted in connection with the acquisition shall not reduce the number of shares available
for Awards under the Plan.


 


(b) Type of Shares. Stock
delivered by the Company under the Plan may be authorized but unissued Stock or previously issued Stock acquired by the Company.
No fractional shares of Stock will be delivered under the Plan.


 


(c) Individual Limits.
The maximum number of shares of Stock for which Stock Options may be granted to any person (other than a nonemployee member
of the Board, whose Awards shall be subject to the limits set forth in subsection (d) below) in any calendar year and
the maximum number of shares of Stock subject to SARs granted to any person in any calendar year will each be 200,000. The
maximum number of shares subject to other Awards granted to any such person in any calendar year will be 500,000 shares. The
maximum amount payable to any such person in any calendar year under Cash Awards will be $7,000,000.


 






     


     


    

 


(d) Limitations on Awards to Nonemployee
Directors. Notwithstanding any other provision of the Plan to the contrary, including subsection (c) above, in the
case of a nonemployee director, the maximum grant-date fair value of Stock-based Awards granted in any calendar year during any
part of which the director is then eligible under the Plan shall be $400,000, except that such limit for a nonemployee chairman
of the Board or lead director shall be $500,000, in each case, computed in accordance with FASB ASC Topic 718 (or any successor
provision). The foregoing limits related to nonemployee directors of the Company shall not apply to any Award or shares of Stock
granted pursuant to a Director’s election to receive an Award or shares of Stock in lieu of cash retainers or other fees
(to the extent such Award or shares of Stock have a fair value equal to the value of such cash retainers or other fees).


 


(e) Additional Limitations.
No more than five percent (5%) of the maximum number of shares of Stock authorized to be issued under the Plan may be issued as
Awards (other than Cash Awards) that specify a vesting date that is less than one year from the date of grant. Accelerated vesting
on account of death, disability, or a Change in Control shall not be taken into account in applying the immediately preceding sentence.


 


5.
ELIGIBILITY AND PARTICIPATION


 


The Administrator will select Participants
from among those key Employees and directors of, and consultants and advisors to, the Company and its Affiliates who, in the opinion
of the Administrator, are in a position to make a significant contribution to the success of the Company and its Affiliates; provided
that, subject to such express exceptions, if any, as the Administrator may establish, eligibility shall be further limited to those
persons as to whom the use of a Form S-8 registration statement is permissible; and provided further that nonemployee
directors shall not be eligible for Cash Awards under the Plan. Eligibility for ISOs is limited to employees of the Company or
of a “parent corporation” or “subsidiary corporation” of the Company as those terms are defined in Section 424
of the Code.


 


6.
RULES APPLICABLE TO AWARDS


 


	(a)	All Awards



 


(1) Award Provisions. The
Administrator will determine the terms of all Awards, subject to the limitations provided herein. By accepting (or, under such
rules as the Administrator may prescribe, being deemed to have accepted) an Award, the Participant will be deemed to have agreed
to the terms of the Award and the Plan. Notwithstanding any provision of this Plan to the contrary, awards of an acquired company
that are converted, replaced or adjusted in connection with the acquisition may contain terms and conditions that are inconsistent
with the terms and conditions specified herein, as determined by the Administrator.


 


(2) Term of Plan. No Awards
may be made after May 22, 2028, but previously granted Awards may continue beyond that date in accordance with their terms.


 


(3) Transferability. Neither
ISOs nor, except as the Administrator otherwise expressly provides in accordance with the second sentence of this Section 6(a)(3),
other Awards may be transferred other than by will or by the laws of descent and distribution, and during a Participant’s
lifetime ISOs (and, except as the Administrator otherwise expressly provides in accordance with the second sentence of this Section 6(a)(3),
other Awards requiring exercise) may be exercised only by the Participant. The Administrator may permit Awards other than ISOs
to be transferred by gift, subject to such limitations as the Administrator may impose.


 






     


     


    

 


(4) Vesting, Etc. The
Administrator may determine the time or times at which an Award will vest or become exercisable and the terms on which an
Award requiring exercise will remain exercisable. Without limiting the foregoing, the Administrator may at any time
accelerate the vesting or exercisability of an Award, regardless of any adverse or potentially adverse tax consequences
resulting from such acceleration. Unless the Administrator expressly provides otherwise, however, the following rules will
apply: immediately upon the cessation of the Participant’s Employment, each Award requiring exercise that is then held
by the Participant or by the Participant’s permitted transferees, if any, will cease to be exercisable and will
terminate, and all other Awards that are then held by the Participant or by the Participant’s permitted transferees, if
any, to the extent not already vested will be forfeited, except that:


 


(A) subject to (B) and (C) below,
all Stock Options and SARs held by the Participant or the Participant’s permitted transferees, if any, immediately prior
to the cessation of the Participant’s Employment, to the extent then exercisable, will remain exercisable for the lesser
of (i) a period of three months or (ii) the period ending on the latest date on which such Stock Option or SAR could
have been exercised without regard to this Section 6(a)(4), and will thereupon terminate;


 


(B) all Stock Options and SARs
held by a Participant or the Participant’s permitted transferees, if any, immediately prior to the Participant’s death
or termination from Employment by reason of Disability, to the extent then exercisable, will remain exercisable for the lesser
of (i) the one year period ending with the first anniversary of the Participant’s death or termination of Employment
by reason of Disability or (ii) the period ending on the latest date on which such Stock Option or SAR could have been exercised
without regard to this Section 6(a)(4), and will thereupon terminate; and


 


(C) all Stock Options and SARs
(whether or not vested) held by a Participant or the Participant’s permitted transferees, if any, immediately prior to the
cessation of the Participant’s Employment will immediately terminate upon such cessation if the Administrator in its sole
discretion determines that such cessation of Employment has resulted for reasons which cast such discredit on the Participant as
to justify immediate termination of the Award.


 


(5) Taxes. The Administrator
will make such provision for the withholding of taxes as it deems necessary. The Administrator may, but need not, hold back shares
of Stock from an Award or permit a Participant to tender previously owned shares of Stock in satisfaction of tax withholding requirements.


 


(6) Dividend Equivalents, Etc.
The Administrator may provide for the payment of amounts in lieu of dividends or other distributions with respect to Stock subject
to an Award. Any entitlement to dividend equivalents or similar entitlements shall be established and administered consistent either
with exemption from, or compliance with the requirements of Section 409A. Any such dividend equivalents or similar entitlements
will be paid only to the extent that the underlying Award has vested.


 


(7) Rights Limited. Nothing
in the Plan will be construed as giving any person the right to be granted an Award or to continued employment or service with
the Company or its Affiliates, or any rights as a stockholder except as to shares of Stock actually issued under the Plan. The
loss of existing or potential profit in Awards will not constitute an element of damages in the event of termination of Employment
for any reason, even if the termination is in violation of an obligation of the Company or any Affiliate to the Participant.


 


(8) Performance Awards. This
Section 6(a)(8) generally applies to any Performance Award intended to constitute performance-based compensation. With respect
to such Performance Awards, the Administrator will pre-establish, in writing, one or more specific Performance Criteria promptly
after the commencement of the period of service to which the performance relates. Prior to grant, vesting or payment of the Performance
Award, as the case may be, the Administrator will certify whether the applicable Performance Criteria have been attained and such
determination will be final and conclusive.


 


(9) Coordination with Other
Plans. Awards under the Plan may be granted in tandem with, or in satisfaction of or substitution for, other Awards
under the Plan or awards made under other compensatory plans or programs of the Company or its Affiliates. For example, but
without limiting the generality of the foregoing, awards under other compensatory plans or programs of the Company or its
Affiliates may be settled in Stock (including, without limitation, Unrestricted Stock) under the Plan if the Administrator so
determines, in which case the shares delivered shall be treated as awarded under the Plan (and shall reduce the number of
shares thereafter available under the Plan in accordance with the rules set forth in Section 4).


 






     


     


    

 


(10) Section 409A. Each
Award shall contain such terms as the Administrator determines, and shall be construed and administered, such that the Award either
(i) qualifies for an exemption from the requirements of Section 409A, or (ii) satisfies such requirements. Notwithstanding
anything to the contrary in the Plan or any Award, if at the time of the Participant’s termination of Employment, the Participant
is a “specified employee,” within the meaning of Treasury Regulation 1.409A-1(i), as determined in the Administrator’s
sole discretion, any and all amounts payable pursuant to any Award that constitute a deferral of compensation subject to Section 409A
and would (but for this provision) be payable within six (6) months following the date of termination of Employment, shall
instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s
death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury
Regulation Section 1.409A-1(b), as determined by the Administrator in its reasonable good faith discretion or (B) other
amounts or benefits that are not subject to the requirements of Section 409A.


 


(11) Certain Requirements of Corporate
Law. Awards shall be granted and administered consistent with the requirements of applicable Delaware law (or the corporate
law of the state that the Company shall be then incorporated in) relating to the issuance of stock and the consideration to be
received therefor, and with the applicable requirements of the stock exchanges or other trading systems on which the Stock is listed
or entered for trading, in each case as determined by the Administrator.


 


	(b)	Awards Requiring Exercise



 


(1) Time And Manner Of Exercise.
Unless the Administrator expressly provides otherwise, an Award requiring exercise by the holder will not be deemed to have been
exercised until the Administrator receives a notice of exercise (in a form acceptable to the Administrator) signed by the appropriate
person and accompanied by any payment required under the Award. If the Award is exercised by any person other than the Participant,
the Administrator may require satisfactory evidence that the person exercising the Award has the right to do so.


 


(2) Exercise Price. The exercise
price (or the base value from which appreciation is to be measured) of each Award requiring exercise shall be no less than 100%
(in the case of an ISO granted to a ten-percent shareholder within the meaning of subsection (b)(6) of Section 422, 110%)
of the fair market value of the Stock subject to the Award, determined as of the date of grant on the basis of the closing price
of the Stock on such date, or such higher amount as the Administrator may determine in connection with the grant. Subject to Section 7,
no Stock Option or SAR, once granted, may be repriced nor may any payment or other consideration be made upon the termination,
cancellation, voluntary surrender or exchange of any such Stock Option or SAR, in each case, without prior stockholder approval
in accordance with any applicable stock exchange listing standards. Fair market value shall be determined by the Administrator
consistent with the applicable requirements of Section 422 and Section 409A.


 


(3) Payment Of Exercise Price.
Where the exercise of an Award is to be accompanied by payment, payment of the exercise price shall be by cash or check acceptable
to the Administrator, or, if so permitted by the Administrator and if legally permissible, (i) through the delivery of shares
of Stock that have been outstanding for at least six months (unless the Administrator approves a shorter period) and that have
a fair market value equal to the exercise price, (ii) through a broker-assisted exercise program acceptable to the Administrator,
(iii) by other means acceptable to the Administrator, or (iv) by any combination of the foregoing permissible forms of
payment. The delivery of shares in payment of the exercise price under clause (i) above may be accomplished either by actual
delivery or by constructive delivery through attestation of ownership, subject to such rules as the Administrator may prescribe.


 


(4) Maximum Term. Awards
requiring exercise will have a maximum term not to exceed ten (10) years from the date of grant.


 






     


     


    

 


7.
EFFECT OF CERTAIN TRANSACTIONS


 


(a) Mergers, etc.
Except as otherwise provided in an Award, the following provisions shall apply in the event of a Covered Transaction:


 


(1) Assumption or Substitution.
If the Covered Transaction is one in which there is an acquiring or surviving entity, the Administrator may provide for the assumption
of some or all outstanding Awards or for the grant of new awards in substitution therefor by the acquiror or survivor or an affiliate
of the acquiror or survivor.


 


(2) Cash-Out of Awards.
If the Covered Transaction is one in which holders of Stock will receive upon consummation a payment (whether cash, non-cash or
a combination of the foregoing) and in which there is no assumption or substitution, the Administrator may provide for payment
(a “cash-out”), with respect to some or all Awards or any portion thereof, equal in the case of each affected Award
or portion thereof to the excess, if any, of (A) the fair market value of one share of Stock (as determined by the Administrator
in its reasonable discretion) times the number of shares of Stock subject to the Award or such portion, over (B) the aggregate
exercise or purchase price, if any, under the Award or such portion (in the case of a SAR, the aggregate base value above which
appreciation is measured), in each case on such payment terms (which need not be the same as the terms of payment to holders of
Stock) and other terms, and subject to such conditions, as the Administrator determines; provided, that the Administrator
shall not exercise its discretion under this Section 7(a)(2) with respect to an Award or portion thereof providing for “nonqualified
deferred compensation” subject to Section 409A in a manner that would constitute an extension or acceleration of, or
other change in, payment terms if such change would be inconsistent with the applicable requirements of Section 409A.


 


(3) Acceleration of Certain
Awards. If the Covered Transaction (whether or not there is an acquiring or surviving entity) is one in which there is
no assumption, substitution or cash-out, each Award requiring exercise will become fully exercisable, and the delivery of any shares
of Stock remaining deliverable under each outstanding Award of Stock Units (including Restricted Stock Units and Performance Awards
to the extent consisting of Stock Units) will be accelerated and such shares will be delivered, prior to the Covered Transaction,
in each case on a basis that gives the holder of the Award a reasonable opportunity, as determined by the Administrator, following
exercise of the Award or the delivery of the shares, as the case may be, to participate as a stockholder in the Covered Transaction;
provided, that to the extent acceleration pursuant to this Section 7(a)(3) of an Award subject to Section 409A
would cause the Award to fail to satisfy the requirements of Section 409A, the Award shall not be accelerated and the Administrator
in lieu thereof shall take such steps as are necessary to ensure that payment of the Award is made in a medium other than Stock
and on terms that as nearly as possible, but taking into account adjustments required or permitted by this Section 7, replicate
the prior terms of the Award.


 


(4) Termination of Awards
Upon Consummation of Covered Transaction. Each Award will terminate upon consummation of the Covered Transaction, other
than the following: (i) Awards assumed pursuant to Section 7(a)(1) above; (ii) Awards converted pursuant to the
proviso in Section 7(a)(3) above into an ongoing right to receive payment other than Stock; and (iii) outstanding shares
of Restricted Stock (which shall be treated in the same manner as other shares of Stock, subject to Section 7(a)(5) below).


 


(5) Additional Limitations.
Any share of Stock and any cash or other property delivered pursuant to Section 7(a)(2) or Section 7(a)(3) above with
respect to an Award may, in the discretion of the Administrator, contain such restrictions, if any, as the Administrator deems
appropriate to reflect any performance or other vesting conditions to which the Award was subject and that did not lapse (and were
not satisfied) in connection with the Covered Transaction. In the case of Restricted Stock that does not vest in connection with
the Covered Transaction, the Administrator may require that any amounts delivered, exchanged or otherwise paid in respect of such
Stock in connection with the Covered Transaction be placed in escrow or otherwise made subject to such restrictions as the Administrator
deems appropriate to carry out the intent of the Plan.


 






     


     


    

 


(b) Changes
in and Distributions With Respect to Stock


 


(1) Basic Adjustment Provisions.
In the event of a stock dividend, stock split or combination of shares (including a reverse stock split), recapitalization or other
change in the Company’s capital structure that constitutes an equity restructuring within the meaning of FASB ASC Topic 718
(or any successor provision), the Administrator shall make appropriate adjustments to the maximum number of shares specified in
Section 4(a) that may be delivered under the Plan and to the maximum share limits described in Section 4(c), and shall
also make appropriate adjustments to the number and kind of shares of stock or securities subject to Awards then outstanding or
subsequently granted, any exercise prices relating to Awards and any other provision of Awards affected by such change.


 


(2) Certain Other Adjustments.
The Administrator shall also make adjustments of the type described in Section 7(b)(1) above to take into account distributions
to stockholders other than those provided for in Section 7(a) and 7(b)(1), or any other event, if the Administrator determines
that adjustments are appropriate to avoid distortion in the operation of the Plan and to preserve the value of Awards made hereunder,
having due regard for the qualification of ISOs under Section 422 and the requirements of Section 409A where applicable.


 


(3) Continuing Application
of Plan Terms. References in the Plan to shares of Stock will be construed to include any stock or securities resulting
from an adjustment pursuant to this Section 7.


 


8.
LEGAL CONDITIONS ON DELIVERY OF STOCK


 


The Company will not be obligated to deliver
any shares of Stock pursuant to the Plan or to remove any restriction from shares of Stock previously delivered under the Plan
until: (i) the Company is satisfied that all legal matters in connection with the issuance and delivery of such shares have
been addressed and resolved; (ii) if the outstanding Stock is at the time of delivery listed on any stock exchange or national
market system, the shares to be delivered have been listed or authorized to be listed on such exchange or system upon official
notice of issuance; and (iii) all conditions of the Award have been satisfied or waived. If the sale of Stock has not been
registered under the Securities Act of 1933, as amended, the Company may require, as a condition to exercise of the Award, such
representations or agreements as counsel for the Company may consider appropriate to avoid violation of such Act. The Company may
require that certificates evidencing Stock issued under the Plan bear an appropriate legend reflecting any restriction on transfer
applicable to such Stock, and the Company may hold the certificates pending lapse of the applicable restrictions.


 


9.
AMENDMENT AND TERMINATION


 


The Administrator may at any time or times
amend the Plan or any outstanding Award for any purpose which may at the time be permitted by law, and may at any time terminate
the Plan as to any future grants of Awards; provided, that except as otherwise expressly provided in the Plan the Administrator
may not, without the Participant’s consent, alter the terms of an Award so as to affect materially and adversely the Participant’s
rights under the Award, unless the Administrator expressly reserved the right to do so at the time of the Award. Any amendments
to the Plan shall be conditioned upon stockholder approval only to the extent, if any, such approval is required by law (including
the Code and applicable stock exchange requirements), as determined by the Administrator.


 


10.
OTHER COMPENSATION ARRANGEMENTS


 


The existence of the Plan or the grant
of any Award will not in any way affect the Company’s right to award a person bonuses or other compensation in addition to
Awards under the Plan.


 






     


     


    

 


11.
MISCELLANEOUS


 


(a) Waiver of Jury Trial.
By accepting an Award under the Plan, each Participant waives any right to a trial by jury in any action, proceeding or counterclaim
concerning any rights under the Plan and any Award, or under any amendment, waiver, consent, instrument, document or other agreement
delivered or which in the future may be delivered in connection therewith, and agrees that any such action, proceedings or counterclaim
shall be tried before a court and not before a jury. By accepting an Award under the Plan, each Participant certifies that no officer,
representative, or attorney of the Company has represented, expressly or otherwise, that the Company would not, in the event of
any action, proceeding or counterclaim, seek to enforce the foregoing waivers.


 


(b) Limitation of Liability.
Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate, nor the Administrator, nor any person
acting on behalf of the Company, any Affiliate, or the Administrator, shall be liable to any Participant or to the estate or beneficiary
of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax, asserted
by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999
of the Code; provided, that nothing in this Section 11(b) shall limit the ability of the Administrator or the Company to provide
by separate express written agreement with a Participant for a gross-up payment or other payment in connection with any such tax
or additional tax.


 


(c) Forfeiture. Awards held
by a Participant are subject to forfeiture, termination and rescission, and a Participant will be obligated to return to the Company
payments received with respect to Awards, in each case (a) to the extent provided in a Participant’s Award, (b) in
accordance with any applicable Company clawback or recoupment policy, as such policy may be amended and in effect from time to
time, or (c) as otherwise required by law or applicable stock exchange listing standards, including, without limitation, Section 10D
of the Securities Exchange Act of 1934, as amended. Each Participant, by accepting an Award pursuant to the Plan, agrees to return
the full amount required under this Section 11(c) at such time and in such manner as the Administrator shall determine in
its sole discretion and consistent with applicable law. The Company will not be responsible for any adverse tax or other consequences
to a Participant that may arise in connection with this Section 11(c).


 






     


     


    

 


EXHIBIT A


 


Definition
of Terms


 


The following terms, when used in the Plan,
will have the meanings and be subject to the provisions set forth below:


 


“Administrator”: The
Compensation Committee, except that the Compensation Committee may delegate (i) to one or more of its members such of its
duties, powers and responsibilities as it may determine; (ii) to one or more officers of the Company the power to grant rights
or options to the extent permitted by Section 157(c) of the Delaware General Corporation Law; and (iii) to such Employees
or other persons as it determines such ministerial tasks as it deems appropriate. In the event of any delegation described in the
preceding sentence, the term “Administrator” shall include the person or persons so delegated to the extent of such
delegation.


 


“Affiliate”: Any corporation
or other entity that stands in a relationship to the Company that would result in the Company and such corporation or other entity
being treated as one employer under Section 414(b) and Section 414(c) of the Code.


 


“Award”: Any or a combination
of the following:


 


(i) Stock Options.


 


(ii) SARs.


 


(iii) Restricted Stock.


 


(iv) Unrestricted Stock.


 


(v) Stock Units, including Restricted
Stock Units.


 


(vi) Performance Awards.


 


(vii) Cash Awards, including
Cash Awards that are Performance Awards.


 


(viii) Awards (other than Awards
described in (i) through (vii) above) that are convertible into or otherwise based on Stock.


 


“Board”: The board of
directors of the Company.


 


“Cause”: In the case
of any Participant who is party to an employment, severance-benefit, change in control or similar agreement with the Company or
any of its Affiliates that contains a definition of “Cause,” the definition set forth in such agreement shall apply
with respect to such Participant under the Plan during the term of such agreement. In the case of any other Participant, except
as expressly provided otherwise in an Award agreement, “Cause” shall mean: (i) the Participant’s refusal
or failure (other than during periods of illness or Disability) to perform the Participant’s material duties and responsibilities
to the Company or its subsidiaries, (ii) the conviction or plea of guilty or nolo contendere of the Participant in
respect of any felony, other than a motor vehicle offense, (iii) the commission of any act which causes material injury to
the reputation, business or business relationships of the Company or any of its subsidiaries including, without limitation, any
breach of written policies of the Company with respect to trading in securities, (iv) any other act of fraud, including, without
limitation, misappropriation, theft or embezzlement, or (v) a violation of any applicable material policy of the Company or
any of its subsidiaries, including, without limitation, a violation of the laws against workplace discrimination.


 


“Cash Award”: An Award
denominated in cash.


 






     


     


    

 


“Change in Control”:
A “change in control event” (as that term is defined in Section 1.409A-3(i)(5) of the Treasury Regulations) with
respect to the Company, which generally will include the consummation of following events, subject to such additional rules and
requirements as may be set forth in the Treasury Regulations and related guidance:


 


(i) a transfer or issuance of
stock of the Company, where stock in the Company remains outstanding after the transaction, and one person, or more than one person
acting as a group (as determined under the Treasury Regulations), acquires ownership of stock in the Company that, together with
stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock
of the Company (however, if a person or group is considered to own more than 50% of the total fair market value or 30% of the total
voting power of the stock of the Company, the acquisition of additional stock by the same person or group will not be considered
a change in control for purposes of the Plan;


 


(ii) the acquisition by a person
or group, during the 12-month period ending on the date of the most recent acquisition by such person or group, of ownership of
stock possessing 30% or more of the total voting power of the Company (however, if a person or group is considered to control the
Company within the meaning of this sentence (i.e., owns stock of the Company possessing 30% of the total voting power of the
Company), then the acquisition of additional control will not be considered a change in control for purposes of the Plan;


 


(iii) the replacement of a majority
of members of the Company’s Board of Directors during any 12-month period by directors whose appointment or election is not
endorsed by a majority of the members of the Company’s Board of Directors before the appointment or election; or


 


(iv) the acquisition by a person
or group, during the 12-month period ending on the date of the most recent acquisition by such person or group, of assets from
the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all the
assets of the Company, as determined under the Treasury Regulations (however, a transfer of assets to certain related persons,
as provided under the Treasury Regulations, or to an entity that is controlled by the shareholders of the Company immediately after
the transfer, will not be considered a change in control for purposes of the Plan).


 


“Change in Control Termination”:
Unless expressly provided otherwise in an Award agreement, the termination of a Participant’s Employment following a Change
in Control (i) by the Company and its subsidiaries not for Cause, (ii) by the Participant for Good Reason, or (iii) by
reason of the Participant’s death or Disability.


 


“Code”: The U.S. Internal
Revenue Code of 1986 as from time to time amended and in effect, or any successor statute as from time to time in effect.


 


“Compensation Committee”:
The Compensation Committee of the Board.


 


“Company”: Atlas Air
Worldwide Holdings, Inc.


 


“Covered Transaction”:
Any consummation of (i) a consolidation, merger, or similar transaction or series of related transactions, including a sale
or other disposition of stock, in which the Company is not the surviving corporation or which results in the acquisition of all
or substantially all of the Company’s then outstanding common stock by a single person or entity or by a group of persons
and/or entities acting in concert, (ii) a sale or transfer of all or substantially all the Company’s assets, or (iii) a
dissolution or liquidation of the Company. Where a Covered Transaction involves a tender offer that is reasonably expected to be
followed by a merger described in clause (i) (as determined by the Administrator), the Covered Transaction shall be deemed
to have occurred upon consummation of the tender offer.


 


“Disability”: In the
case of any Participant who is party to an employment, severance-benefit, change in control or similar agreement with the Company
or any of its Affiliates that contains a definition of “Disability,” the definition set forth in such agreement shall
apply with respect to such Participant under the Plan during the term of such agreement. In the case of any other Participant,
except as expressly provided otherwise in an Award agreement,


 






     


     


    

 


“Disability” shall mean such
Participant’s having been continuously disabled from performing duties assigned to the Participant for a period of not less
than six consecutive calendar months, in which case such Disability shall be deemed to have commenced on the date following the
end of such six consecutive calendar months.


 


“Effective Date”: The
date on which the stockholders of the Company approve the Plan.


 


“Employee”: Any person
who is employed by the Company or an Affiliate.


 


“Employment”: A Participant’s
employment or other service relationship with the Company and its Affiliates. Employment will be deemed to continue, unless the
Administrator expressly provides otherwise, so long as the Participant is employed by, or otherwise is providing services in a
capacity described in Section 5 to the Company or its Affiliates. If a Participant’s Employment or other service relationship
is with an Affiliate and that entity ceases to be an Affiliate, the Participant’s Employment will be deemed to have terminated
when the entity ceases to be an Affiliate unless the Participant transfers Employment to the Company or its remaining Affiliates.
In construing the Plan or any Award relating to the payment of “nonqualified deferred compensation” (subject to 409A)
upon a termination or cessation of Employment, references to termination or cessation of Employment, separation from service, retirement
or similar or correlative terms shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h)
of the Treasury Regulations after giving effect to the presumptions contained therein).


 


“Good Reason”: In the
case of any Participant who is party to an employment, severance-benefit, change in control or similar agreement with the Company
or any of its Affiliates that contains a definition of “Good Reason,” the definition set forth in such agreement shall
apply with respect to such Participant under the Plan during the term of such agreement. In the case of any other Participant,
except as expressly provided otherwise in an Award agreement, “Good Reason” shall mean: (i) a material reduction
in the Participant’s duties and responsibilities from those of the Participant’s most recent position with the Company,
(ii) a reduction of the Participant’s aggregate salary, benefits and other compensation (including any incentive opportunity)
from that which the Participant was most recently entitled during Employment other than in connection with a reduction as part
of a general reduction applicable to all similarly-situated employees of the Company, or (iii) a relocation of the Participant
to a position that is located greater than 40 miles from the location of such Participant’s most recent principal location
of employment with the Company; provided, however, that the Participant will be treated as having resigned for Good Reason only
if he or she provides the Company with a notice of termination within 90 days of the initial existence of one of the conditions
described above, following which the Company shall have 30 days from the receipt of the notice of termination to cure the
event specified in the notice of termination and, if the Company fails to so cure the event, the Participant must terminate his
or her Employment not later than 30 days following the end of such cure period.


 


“ISO”: A Stock Option
intended to be an “incentive stock option” within the meaning of Section 422. Each option granted pursuant to
the Plan will be treated as providing by its terms that it is to be a non-incentive stock option unless, as of the date of grant,
it is expressly designated as an ISO.


 


“Participant”: A person
who is granted an Award under the Plan.


 


“Performance Award”:
An Award subject to Performance Criteria. The Committee in its discretion may grant Performance Awards that are intended to constitute
performance-based compensation. Such Award may be granted at a target level, subject to a future payout of a multiple of target,
subject to specified Performance Criteria.


 


“Performance Criteria”:
Specified criteria, other than the mere continuation of Employment or the mere passage of time, the satisfaction of which is a
condition for the grant, exercisability, vesting or full enjoyment of an Award. Generally, a Performance Criterion will mean an
objectively determinable measure of performance relating to any or any combination of the following (measured either absolutely
or by reference to an index or indices and determined either on a consolidated basis or, as the context permits, on a divisional,
subsidiary, line of business, project or geographical basis or in combinations thereof): sales; revenues; assets; expenses; earnings
before or after deduction for all or any portion of interest, taxes, depreciation, or amortization, whether or not on a continuing
operations or an aggregate or per share basis (basic or fully diluted); return on equity, investment, capital or assets;


 






     


     


    

 


one or more operating ratios such as earnings
before interest, taxes, and/or depreciation and amortization; borrowing levels, leverage ratios or credit rating; market share;
capital expenditures; cash flow; free cash flow, cash flow, return on investment (discounted or otherwise), net cash provided by
operations, or cash flow in excess of cost of capital; stock price; stockholder return; sales of particular products or services;
customer acquisition or retention; acquisitions and divestitures (in whole or in part); economic value added; strategic business
criteria, consisting of one or more objectives based on meeting specific market penetration, geographic business expansion goals,
facility construction or completion goals, geographic facility relocation or completion goals, cost targets, customer satisfaction,
supervision of litigation or information technology; joint ventures and strategic alliances; spin-offs, split-ups and the like;
reorganizations; or recapitalizations, restructurings, financings (issuance of debt or equity) or re-financings. A Performance
Criterion and any targets with respect thereto determined by the Administrator need not be based upon an increase, a positive or
improved result or avoidance of loss. The Administrator may provide in the case of any Award that one or more of the Performance
Criteria applicable to such Award will be adjusted in an objectively determinable manner to reflect events (for example, but without
limitation, acquisitions or dispositions) occurring during the performance period that affect the applicable Performance Criterion
or Criteria.


 


“Plan”: The Atlas Air
Worldwide Holdings, Inc. 2018 Incentive Plan as from time to time amended and in effect.


 


“Prior Plan”: The Atlas
Air Worldwide Holdings, Inc. Amended and Restated 2016 Incentive Plan.


 


“Restricted Stock”:
Stock subject to restrictions requiring that it be redelivered or offered for sale to the Company if specified conditions are not
satisfied.


 


“Restricted Stock Unit”:
A Stock Unit that is, or as to which the delivery of Stock or cash in lieu of Stock is, subject to the satisfaction of specified
performance or other vesting conditions.


 


“SAR”: A right entitling
the holder upon exercise to receive an amount (payable in cash or in shares of Stock of equivalent value) equal to the excess of
the fair market value of the shares of Stock subject to the right over the base value from which appreciation under the SAR is
to be measured.


 


“Section 409A”:
Section 409A of the Code.


 


“Section 422”:
Section 422 of the Code.


 


“Stock”: Common Stock
of the Company, par value $0.01 per share.


 


“Stock Option”: An option
entitling the holder to acquire shares of Stock upon payment or satisfaction of the exercise price.


 


“Stock Unit”: An unfunded
and unsecured promise, denominated in shares of Stock, to deliver Stock or cash measured by the value of Stock in the future.


 


“Unrestricted Stock”:
Stock not subject to any restrictions under the terms of the Award.